The St. Croix Valley Riders


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BYLAWS

ST. CROIX VALLEY MOTORCYCLE RIDERS ASSOCIATION, INC.

Amended 6-8-08

ARTICLE 1.0

MEMBERSHIP

1.1 GENERAL: Membership is open to all individuals of good character who are active motorcyclists. Membership is neither restricted nor prohibited because of sex, age, race, religion or type of motorcycle members ride or own.

1.2 DUES: MEMBERS shall pay annual dues to St. Croix Valley Motorcycles Riders Association Inc. (hereinafter referred to as SCVR) in an amount required and determined from time to time by the Board of Directors (hereinafter referred to as BOD).

1.3 TERMINATION: Any MEMBER, OFFICER or DIRECTOR who does not comply with the principles set forth by this organization, who disgraces this organization, whose behavior is construed as unbefitting a MEMBER in good standing, or who is slanderous and misrepresents the principles of this organization may by a two-thirds majority vote of the general members present at a general or special membership meeting be expelled and shall lose all rights granted a MEMBER in good standing.

1.4 SUSPENSION: Any MEMBER delinquent in payment of his or her annual dues shall be placed on indefinite suspension and said MEMBER shall lose voting privileges until such time restitution or remedy is made of said delinquent dues.

ARTICLE 2.0

BOARD OF DIRECTORS

2.1 MANAGEMENT: The organization shall be managed by a Board of Directors (as defined in the Articles of Incorporation) who shall have the authority to make reasonable rules and regulations consistent with and in accordance with the rules and regulations promulgated from time to time by SCVR.

2.2 NUMBER: The BOD shall be no fewer than five (5) and no greater than nine (9), a minimum of five (5) of which are elected OFFICERS of the organization, one (1) [non-voting member] who shall be President Emeritus (past president) and may include two (2) DIRECTORS being elected by the MEMBERS of the organization on an “as needed” basis and two (2) LEGISLATIVE DIRECTORS one (1) a constituent from MN and one (1) a constituent from WI.

2.3 QUORUM: A simple majority of the BOD shall constitute a quorum for any annual, special or general meeting of the BOD.

2.4 DUTIES: The BOD shall have:

2.4.1 general charge of the affairs of the organization;

2.4.2 supervision over all sponsored and sanctioned activities;

2.4.3 charge of all financial matters relative to the organization, being guided by resolutions adopted at any ANNUAL, SPECIAL or GENERAL meetings of the MEMBERS of the organization; and

2.4.4 charge of all matters not fully covered in the Articles of Incorporation and Bylaws, or not otherwise taken care of by resolutions passed at any ANNUAL, SPECIAL or GENERAL meetings of MEMBERS of the organization.

2.5 VACANCIES: The PRESIDENT shall fill, by appointment, any vacancy caused by resignation, death, or removal from office, of any member or members of the BOD, and such appointment shall be for the balance of the un-expired term of the member or members vacating.

2.6 POWERS: The BOD shall have the power to:

2.6.1 conduct, manage, and control the affairs and business of the organization, to make rules and regulations consistent with the laws of the United States and the State of Minnesota, the Articles of Incorporation and bylaws of the organization; and

2.6.2 appoint and remove agents of the organization, prescribe their duties, fix their compensation and require from them, security for faithful performance.

2.6.3 committee chair positions including event chairs and merchandise chair must be approved by the BOD.

2.7 MEETINGS OF THE BOARD OF DIRECTORS:

2.7.1 Regular meetings of the BOD shall be on a date, time and place as the BOD shall appoint; and

2.7.2 special meetings of the BOD may be called by the PRESIDENT, or any two (2) members of the BOD, by giving fifteen (15) days notice to each BOD member stating the date, time, place, object and purpose of the meeting.

ARTICLE 3.0

OFFICERS

3.1 NUMBER: There shall be a maximum of nine (9) elected officers, a PRESIDENT, a VICE PRESIDENT, a SECRETARY, a TREASURER, a SERGEANT AT ARMS, two (2) DIRECTORS, and two (2) LEGISLATIVE DIRECTORS; one (1) constituent from MN and one (1) constituent from WI; (hereinafter referred to as the OFFICERS), for the purpose of transacting business and carrying out the purpose of the organization. Whenever the BOD may so order, any two (2) offices, the duties of which do not conflict, may be held by one person.

3.1.1 The non-voting position of President Emeritus shall be filled by the immediate past President (or the previous past President if the immediate past President is unable to serve).

3.2 ELECTION AND TERMS OF OFFICE: The OFFICERS of the organization shall be elected at the ANNUAL meeting of the MEMBERS of the organization by ballot, and shall hold their offices for one (1) year or until their successors are duly elected.

3.3 DUTIES OF THE PRESIDENT: The duties of the PRESIDENT shall be to preside at all meetings of the BOD and at the ANNUAL, SPECIAL and GENERAL meetings of the MEMBERS of the organization, execute all contracts and legal instruments, have general charge and supervision over all business of the organization subject to the BOD, and said PRESIDENT shall be an ex-officio member of all committees.

3.4 DUTIES OF THE VICE PRESIDENT: The VICE-PRESIDENT shall perform such duties as may be assigned by the BOD, and in the event of death, disability or absence of the PRESIDENT, said VICE PRESIDENT shall preside and be vested with all the duties and powers of the PRESIDENT.

3.5 DUTIES OF SECRETARY: The SECRETARY, shall take minutes and keep a record of the minutes of the proceedings of ANNUAL, SPECIAL and GENERAL meetings and of the BOD meetings; shall give notice, as required by these Bylaws, for all meetings of the organization; shall have custody of all books, records and papers of the organization, except those authorized, by resolution by the BOD, to be in the custody and possession of any other person.

3.6 DUTIES OF TREASURER: The TREASURER shall collect all dues required by the organization; shall be the custodian of all moneys, securities, and vouchers of the organization; shall preserve the receipts for moneys paid out and is authorized to receive for the organization, all funds due it; shall deposit all moneys to t3 charge of all financial matters relative to the organization, being guided by resolutions adopted at any ANNUAL, SPECIAL or GENERAL meetings of the MEMBERS of the organization. The Treasurer shall be responsible to prepare and present annual financial records to the appointed agent that will prepare and file any State or Federal income or sales tax reports for SCVR. The Treasurer shall be responsible to maintain an inventory of all property of the organization as defined in Section 6.2.1. The Treasurer shall prepare financial summaries of all fund raising events within 30 days of the completion of the event.

3.7 DUTIES OF SERGEANT AT ARMS: The Sergeant AT Arms shall be responsible for maintaining order and conducting all votes at all meetings of the organization.

3.8 DUTIES OF DIRECTORS: Shall represent the interests of the general membership.

3.9 DUTIES OF LEGISLATIVE DIRECTORS: TO keep the general membership and BOD informed on motorcycle legislation in their respective states.

3.10 REMOVAL: Any board member who is absent from two (2) or more meetings of the Board of Directors (BOD) or accrues three unexcused absences from regular meetings of the general membership may be removed by a 2/3 vote of the members in good standing at a general membership meeting.

ARTICLE 4.0

MEETINGS

4.0 ANNUAL MEETING:

4.1.1 The ANNUAL meeting of the MEMBERS of the organization shall be held at a specified time, date and place as designated by the BOD and shall be held in the month of June.

4.1.2 Notice setting out the time and place of such ANNUAL meeting shall be printed and distributed by mail, postage prepaid, or e-mail, to all MEMBERS in good standing of record at said MEMBER'S address as it appears on the books of the Membership director of the organization at least twenty-one (21) days prior to the ANNUAL meeting.

4.2 SPECIAL MEETINGS:

4.2.1 SPECIAL meetings of the MEMBERS of the organization may be called at any time, by the BOD, or by fifteen percent (15%) of the general membership, and notice of such a call shall state the object and purpose for which the SPECIAL meeting is being called, and said notice shall be given to the SECRETARY of the organization, and no business except as specified in said notice shall be transacted at said SPECIAL meeting.

4.2.2 Notice setting out the time and place of such SPECIAL meeting and the object thereof, shall be sent by mail, postage prepaid, or e-mail, by the SECRETARY of the organization to the general MEMBERS in good standing of record at said MEMBER'S address as it appears on the books of the Membership director at least fifteen (15) days prior to the date fixed for said special meeting.

4.2.3 Committee meetings shall take minutes to submit to the BOD.

4.3 GENERAL MEETINGS: GENERAL meetings of the MEMBERS of the organization shall be held at a time, frequency and place as determined by the BOD, excluding the month of the ANNUAL meeting.

4.4 VOTING: All MEMBERS of the organization in good standing who are present at a duly called GENERAL, SPECIAL or ANNUAL meeting shall be qualified to vote at said meeting and each MEMBER present at said meeting shall have one (1) vote.

4.4.1: Members in good standing may request absentee ballots via e-mail, phone or mail. Absentee ballots will be sent to members in good standings address as it appears on the books of the membership coordinator. Ballots must be received at the SCVR PO Box in the official SCVR ballot envelope by the Friday before the annual meeting. Absentee ballots must be requested no later than 2 weeks prior to the annual meeting.

4.5 ORDER OF BUSINESS:

4.5.1 The following shall be the order of business at all ANNUAL meetings of the organization subject to variation by the will of the BOD:

(1) Call to Order by the Sergeant At Arms

(2) SECRETARY reads previous Annual Meeting Minutes

(3) TREASURER gives Annual Accounting of Income/Expenses

(4) Report of Officers

(5) Report of Chairs

(6) Report of Coordinators

(7) Unfinished Business

(8) Election of Officers and Directors (as needed)

(9) New Business

(10) Adjournment

4.5.2 No order of business will be transacted at any SPECIAL meeting except as is specified in the notice of said special meeting subject to the provisions of Paragraph 4.2.1 of Article 4.0 of the bylaws.

4.5.3 The following shall be the order of business at all GENERAL meetings of the organization subject to variation by the will of the BOD:

(1) Call to Order by the Sergeant At Arms

(2) SECRETARY reads previous General Meeting Minutes

(3) TREASURER's reports of Income and Expenses

(4) report of Chairs

(5) Report of Committees

(6) Unfinished Business

(7) New Business

(8) Introduction of new members

(9) Adjournment

4.6 QUORUM:

4.6.1 ANNUAL OR SPECIAL MEETING: Fifteen percent (15%) of the total current general membership present at any ANNUAL or SPECIAL meeting shall constitute a quorum of the organization for the transaction of business.

4.6.1.1: Absentee ballots received in the SCVR PO box from members in good standing to be counted as part of the quorum.

4.6.2 NO QUORUM AT ANNUAL OR SPECIAL MEETING: If a quorum is not present at the ANNUAL or SPECIAL meeting of the organization, the meeting may adjourn to such future time as agreed upon by the members present, and notice of such adjournment shall be hereinbefore provided for in Paragraph 4.2.2 of Article 4.0 of the bylaws and mailed, postage prepaid, or e-mailed, to each member at least five (5) days before said adjourned meeting reconvenes, but if a quorum is present, they may adjourn from day to day or from time to time, as they see fit, and no notice of such adjournment need be given.

4.6.3 GENERAL MEETING: Thirty (30) members in good standing present at any GENERAL meeting shall constitute a quorum of the organization for transacting business.

4.6.4 NO QUORUM AT GENERAL MEETING: If a quorum be not present at any GENERAL meeting of the organization, the meeting may proceed as to the order of business as defined in Paragraph 4.5.3 of Article 4.0 of the bylaws as the MEMBERS and BOD see fit to discuss as informational only and no vote may be taken to officially confirm and transact business and any business and reports normally confirmed by vote by the MEMBERS shall be held in abeyance and reviewed and voted upon at the next succeeding GENERAL meeting when a quorum exists.

4.6.5 QUORUM ESTABLISHED: When a quorum has been present at any ANNUAL, SPECIAL or GENERAL meeting and MEMBERS have withdrawn from the meeting so that less than a quorum remains, the MEMBERS still present may continue to transact business until adjournment.

ARTICLES 5.0

AMENDMENT TO BYLAWS

5.1 AMENDMENTS TO BYLAWS: The bylaws may be amended, altered or rescinded by the BOD, but such action may not be effective until approved by a majority of the voting MEMBERS present at any ANNUAL, SPECIAL or GENERAL meeting.

ARTICLE 6.0

FINANCES

6.1 FISCAL YEAR: The fiscal year of the corporation shall commence on the first day of April in each year and shall end on the last day of March of each year.

6.2 AUDIT OF BOOKS AND ACCOUNTS:

6.2.1 The TREASURER shall prepare and keep a continuous inventory of all the property of the organization to be made part of the permanent records of the organization. Such inventory shall show the amount paid for each item of property, and if acquired by gift, that fact, and the reasonable value thereof. The TREASURER shall prepare a report as of the 15th day of March each year of the financial condition of the organization, and an inventory of all property of the organization, to be presented to the auditing committee (or auditor) to be appointed by the BOD. The auditing committee (or auditor) shall not be of members of the BOD, and such TREASURER shall meet with said auditing committee (or auditor) at such time and place as the auditing committee (or auditor) may determine, by the 28th day of February of any year, for the purpose of examining said report, and auditing and checking the organization's books, records, papers and financial statements.

6.2.2 The books and accounts of the organization shall be audited at such time as there is a newly elected or appointed TREASURER or at any other times as may be directed by the BOD or requested by the TREASURER. A copy of the audit and the financial status of the organization shall be presented to each member at the ANNUAL meeting by proper posting of said financial status at the ANNUAL meeting of the MEMBERS of the organization.

ARTICLE 7.0

VACANCIES IN OFFICE

7.1 VACANCIES IN OFFICE: In case of the death, disability, resignation, removal, or otherwise, of one or more of the members of the BOD, the remaining members of the BOD, shall fill the vacancies for the unexpired term. The PRESIDENT shall have the authority to fill, by appointment, any vacancy caused by death, resignation, or removal of any member(s) of the BOD, where less than a quorum of the BOD exists, and such appointment shall be for the balance of the unexpired term of the member(s) of the BOD vacating.

ARTICLE 8.0

COMPENSATION

8.1 COMPENSATION: The organization does not afford pecuniary gain, incidentally or otherwise, to its OFFICERS or MEMBERS, and it shall be a nonprofit corporation; nor shall any member of the BOD be entitled to receive compensation, dividends, profits, or any other pecuniary gain or profit, incidentally or otherwise, as a result of the existence and operation of the organization; however, a member of the BOD or a MEMBER may receive pecuniary remuneration for services rendered to the organization providing that the amount and form of said pecuniary remuneration is first determined and approved by two-thirds vote of the BOD.

ARTICLE 9.0

ASSETS AND PROPERTY RIGHTS

9.1 DISSOLUTION: In the event of the dissolution of the organization and of all of its remaining property, after payment of all debts and obligations, any remaining assets shall be distributed to an organization, exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954, serving purposes similar to those for which this organization is formed. In no circumstances shall any remaining assets thereof be transferred to, or in any respect whatsoever, inure to the benefit of, any OFFICER or MEMBER of the organization, nor shall any OFFICER or MEMBER of this organization have any right, title, or interest whatsoever in or to any of the property or assets which the organization may have or hereafter acquire except as herein provided for the dissolution of the organization.

ARTICLE 10.0

CORPORATE SEAL

10.1 CORPORATE SEAL: The BOD at its discretion may provide a corporate seal containing the name of the organization and insignia, and said seal shall be in the charge of the SECRETARY.

ARTICLE 11.0

AUTHORITY TO BIND

11.1 AUTHORITY TO BIND: The PRESIDENT and the SECRETARY shall execute and deliver all deeds and other instruments for, and on behalf of the organization, when, and if authorized by the members of the BOD, and no OFFICER or DIRECTOR of the organization shall have power to bind the credit of the organization without the authority of the BOD given by resolution at a regular or special meeting of the BOD.

ARTICLE 12.0

CUSTODIANSHIP AND EMPLOYMENT

12.1 CUSTODIANSHIP AND EMPLOYMENT: The BOD shall all have the power and authority to elect or appoint as custodian or custodians over such property of the organization as they may, by resolution, determine, and shall have the power and authority to hire and employ persons to carry out the purposes of the organization.

ARTICLE 13.0

INDEMNIFICATION

13.1 INDEMNIFICATION: The organization shall indemnify any and all persons, who may serve or who have served at any time as DIRECTORS or OFFICERS or members of the BOD of the organization, their respective heirs, administrators, successors and assigns, against and all expenses, including amounts paid upon judgments, fines legal fees, and amounts paid in compromise or in settlement (whether before or after suit is commenced), actually and reasonably incurred by such persons in connection with the investigation, defense, compromise or settlement of any claim, action, suit or proceedings in which they, or any of them, are made or threatened to be made parties or a party, or which may be asserted against them or any of them, by reason of being or having been DIRECTORS, OFFICERS or a member of the BOD of the organization, irrespective of whether any such claim, action, suit or proceeding be civil, administrative, or criminal in nature, whether or not derivative or in the right of the organization, and whether or not such person may ever successfully defend any such claim, action, suit or proceeding; provided that indemnification shall be denied if, by any final and executor judgment of a competent court, such person is found to have been liable for his or her own willful misconduct in the performance of his or her duty to the organization, or if such person expressly concedes his or her willful misconduct and, in writing, waives the relinquishes indemnity in connection with compromise or settlement of any such matter.

ARTICLE 14

GRANTS AND DONATIONS

SECTION 14.1

Grants or donations made by MEMBERS

Each year, at its regular monthly meeting in January (or at a special meeting called for that purpose) the membership shall determine the annual maximum permissible amount for grants or donations made by the membership without review by the board of directors as provided in Section 14.2. Where no action is taken, the amount set during the previous year shall be adopted.

Section 14.2

Grants or donations requiring board review

Requests for grants or donations in excess of the amount determined by the members, as provided in Section 14.1, must be forwarded to the board for its review and comment. It shall be the board’s responsibilities to determine whether the request being presented is either for a motorcycle rights related purpose or for a motorcycle related charitable

purpose in which one or more members of SCVR may participate. Organizations requesting grants or donations under this section must meet the minimum standards established annually by the board. The board may report its findings to the membership with or without recommendation. Reports made without recommendation shall not be considered recommendation for denial of the request.

SECTION 14.3

GRANTS EXCEEDING TEN PERCENT OF ANNUAL REPORTABLE REVENUES

In addition to the requirements of Section 14.2, organizations requesting grants in excess of ten percent (10%) of SCVR’s annual reportable revenues (including annual request totals) shall provide the SCVR BOD with an annual financial report showing the proportionality of the grant requested to the total projected revenues and expenditures of the recipient organization for the year in which the grant will be received. Before a requesting organization may submit a new request in any subsequent year it must provide a copy of its official annual financial report to the SCVR BOD for its review. Only where the board determines that the requesting organization meets the requirements of Section 14.2 and has provided an official financial report which includes a showing of the proportionality of the amount being requested to the total annual revenues of the requesting organization may the board recommend approval of the grant. Where any element of this section is absent, the grant request shall be denied.

The undersigned, _________________, SECRETARY of the ST. CROIX VALLEY MOTORCYCLE RIDERS ASSOCIATION, INC. hereby certifies that the foregoing bylaws were adopted as the complete revised bylaws of the corporation said corporation on the ___ day of _____________, 2007.

_______________________________________

SECRETARY